HomeMy WebLinkAboutResolution 97-233 08/18/1997 RESOLUTION NO. 97-zs3 N.C.S.
I of the City of Petaluma, California
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7 RESOLUTION NAMING RALPH ANDERSEN & ASSOCIATES TO CONDUCT AN
x EXECUTIVE SEARCH FOR THE CITY MANAGER FOR THE CITY OF
9 PETALUMA
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13 WHEREAS, the City Council has conducted interviews for the Executive Search firm for
to the City of Petaluma; and
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I6 WHEREAS, the City Council has selected Ralph Anderson & Associates to conduct an
17 executive search for the City Manager of the City of Petaluma;
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19 THEREFORE BE IT RESOLVED that the City Managerbe authorized to enter into a
20 contract for these services per Exhibit A attached.
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Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) (Rit]6lt~$]{814h'cSBf) meeting ~ f°r°'
on the ...1.8Yh.......--... day of ..........August 19..9.2., by the
following vote:
,!City Attorney
AYES: Torliatt, Vice Mayor Hamilton, Nlayor Hilligoss
NOES: None
ABSENT: Keller, S ~ guire ABSTAIN: Rea
ATTEST: __...........__..J -
Gity Clerk Mayor
Qowcil File..._.._.._..._
cn lose er... uu... 9.7.-2..33......,. r~.cs.
:PROFESSIONAL SERVICES AGREE~I4ENT
]zecutive,Search -.City Manager
THIS'. AGREEMENT is made and entered into. this a~ day'of ~ - L'~ 1997,
by and between the City of Petaluma; a Municip"al Corporation, and a charter city- (hereinafter
referred to as "City") and Ralph Andersen & Associates.(hereinaffer referred to as "Consultant"),
Theparties hereto enter intaihis agreement forthe purpose:of Consultant providing professional
services fo City under the fdllowing,terms and conditions:
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In consideration hereof, and the.mutual promises, contained herein; the parties agree as follows:
1. Consultant shall pro~lde the services described 'in Exhibit A attached hereto and
incorporated herein iy reference,
2. City shall compensate Consultant for services rendered :hereunder under the follo~;ing
terms asset forth below:.
A. Comp" ensation. As fiill compensation :for the Consultant's professional. services
performed hereunder; the Cityshall paythe:Consultant the fixed amount of Eleven
Thousand Dollazs (511,000.00).(``professional,services').
- B: Expense Reirfibuisement. The Consultanf shall be: entitled. to reimbursement for
expenses"from~the City fo"r such,expensesas Con"sultant travel.advertising,prtnting
and binding; „postage-.and delivery; and clerical and Tong-distance 'telephone
charges: Total cost of`these expenses to, the "City-will not exceed $4;500, The
Consultant shall provide the city with'a listing,of expenses,by category of'expense
as a part of monthly'6illing~ Expenses for travel, lodging, meals,rental cars, and'
oilier,, associated costs connected with candidates' travel to finalist interviews-wilt
be bomeaby the City of Petaluma.
:Notwithstanding anyprovisiomherein, Consultant sfiall notbe~paid any"compensation until`
.such time as `Consulltant provides to the: Finance Department of the City information
"requested on=the "V,endor Information" foiiii available from 4he City and has obtained a
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currently valid Petaluma business license pursuant to the Petaluma Municipal Code.
Compensation paid io Consultant shall not, be dependent upon the City's approval or
disapproval of the application described in pazagraph 1 or upon the result of any City
action on the application.
3. Services performed 6y Consultant to City which exceed those services described in
Section 1 herein, shall be considered "extra work." Extra work shall only be performed by
Consultant upon written authorization of the City Council.. Consultant shall be
compensated for extra work at the following rates: at the Consultant's standard hourly
rate of One.Hundred Dollars ($100.00) per hour £or professional services, plus mileaee
reimbursement of $0.28 per mile, and reimbursement of expenses at cost.
4. The term of this agreement-commences on August T8, 1997, and ends with the completion
of the first employment review of the appointed City Manager at or before approximately
six (6) months following appointment, and sufiject to fhe-one-yeaz guazantee, as provided
in Exhibit A attached hereto.. However, either party may terminate this agreement upon
providing the other party ten (10) days' written notice of such termination, given in the
mannerprovided~in Sectiiin l 1 herein, or upon mutual written agreement of both parties.
5. It is understood and agreed that Consultant possesses distinct professional skills in
performing said services. It is further understood and agreed that Consultant, including
his/her agents and employees, is not an agent or employee of the City, but rather solely
responsible for his/her acts'and omissions. Consultant has. fiill control over the means and
methods of performing said services, and Consultant understands that said services aze
being performed as an independent Consultant: Nothing in this agreement shall in any way
be construed to constitute the Consultant, or any ofits agents or employees, as an agent,
employee or representative of the City.
6. In the event that all or any portion of the work prepared or partially prepared by
Consultant be suspended, abandoned, or terminated by City or Consultant under the
provisions of paragraph 4(a) above, City sfiall pay Consultant for all fees, charges and
services to the extent they were actuallyperformed in accordance with this agreement.
7. Consultant shall perform with his/her own organization; all work specified and required in
this agreement. No assignment or transfer in whole or in part of this agreement shall be
made without the written consent of the City.
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7. Consultant.. shall perform with his/her own organization, all.work specified and required in
this agreement. No assignment or fransfer in whole or in part.ofthis agreement shall be
made without the written consent of the City.
8, Consultant may retain or subcontract for the services ofother necessary consultants, with
the written approval of City. Any such subconsultants shall comply, to the extent
applicable, with the terms and conditions of this agreement°and all of the obligations and
duties imposed upon the Consultant hereunder.
9. Consultant agreesrto -fully comply with all appropriate local, city, state and federal laws,
regulations and ordinances governing performance of contractual services required
hereunder, in accordance with professionals' standards of care.
10. During the performance of this agreement, Consultant will not discriminate against any
employee or applicant for ,employment because of race,. religion, creed, color, national
origin,. sex or age. Consultant .shall take affirmative action to ensure that applicants aze
employed, and that employees are treated during. employment, without regard to their
race, religion, creed, color, national origin, sex or age.
11. All notices required or permitted by this agreement, including notice of change of address,
shall be in writing and given by personal delivery or sent- by United. States Mail, postage
prepaid and addressed to the parties intended to be notified. Notice shall be deemed given
as of the date of delivery in person or as of tfie date deposited in any post office or any
post office box. regularly maintained. by the United States Government. Notice shall be
given as follows:
City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Consultant: Ralph Andersen & Associates
'1435 River Pazk Drive, Suite 400
•Sacramento, California 95815
12: All bills shall be sent to the designated project contact person on a monthly basis or upon
task completion, whichever is appropriate. Bills will be checked by said contact person
for compliance with the provisions of this agreement and then forwarded to "Accounts
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Payable." City shall endeavor to <make payment of said bill within thirty (30) days of
receipt.
' 13. All original papers, documents. or computer material on.disk or microform, and copies
thereof, produced as a result. of this agreement; including resumes and candidate reports,
shall- be the property of City and may not. be used by Consultant without the consent of
City. Copies of such documents or'•papers shall not be disclosed to others without the
written consent of the City Manager or his authorized representative.
14. Consultant hereby covenants and agrees to, and shall, indemnify, save harmless and
defend, the City of,.Petaluma, ,its agents andlor employees against all claitns, demands,
costs, and liabilities for damages of any kind or nature arising out of or occasioned by
Consultant's willful misconduct or negligent performance of its obligations pursuant to this
' agreement. However, this indemnity does not extend to any loss, damage or expense
arising out of the active sole negligence or willful misconduct of the City or the Ciry's
employees. The Ciry'Council may retain so much of the money due Consultant as shall be
considered necessary, until disposition has been made of claims or suits for damages as
aforesaid.
15. Insurance. See "Insurance Requirements for Consultants" in Exhibit B attached hereto
and incorporated.herein byreference.
16. This agreement may- be modified, providing said modification is in writing and signed by
both parties.
17. If litigation ensues which pertains to the subject matter of Consultant's services hereunder,
Consultant, upon request from City; .agrees to testify therein at a reasonable and
customary fee.
18. In-.the event either party hereto shall commence any legal action or proceeding by reason
of`the alleged failure of the other to perform or keep any term, covenant or condition of
this agreement by it to be performed or kept,- 4he party prevailing in said action or
proceeding shall be entitled to-recover, in addition to its costs of suit, reasonable attorneys'
fees, as fixed by the Court.
19. This agreement constitutes the entire agreement between the parties.
20. This agreement shall be governed by and construed in accordance with the laws of the
State of California.
IN WITNESS WHEREOF, the parties hereto have executed this document the day, month and
yeaz first above written.
CITY OF PETAL CONSULTANT
//~Ra~lp~hpAnderse. & Assoc~i/a~tes
anager . ame and Title Heather Renschler, Sr.VP
ATTEST: .4240 Rocklin Road, Suite#11
Address
Rocklin, CA 95677
Ci Clerk City State Zip
~PR04ED'.4 `TO FO 94-2299383
Taxpayer I.D. Number
Applied for - # Pending
City~A i rney`~ ~ Petaluma Business License Number
APPROVED:
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ISepartment Head
APPROVED: n
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Kisk Manager
APPROVED:
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ina ce hector ~
ammt
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INSURANCE REOUIREMENTS:EOR CONSULTANTS
Consultant +shall procure, and maintain for'the duration of'the contract insurance. against- claims for injuries to
persons or- damages fo p"roperty w}iich may arise from or in copnection with the performance of the work
hereunder: by: the; Consultant;'hi"s agents, represegtatives; or employees.
Minimum Scope of Insurance
Coverage shall beat.least as broad as:
1-. Insurance Services Office Commercial'General Liability coverage (occurrence form CG OOOI).
Insurance Services Office'fomr number GA 0001 (Ed. 1(87j'covering,Automobile Liability, code I (any
auto).
Workers' Compensation ihsurance as required; by the State of California and .Employer's Liability
Insurance.
Minimum Limits ofInsurance
Consiltant shall maintain limits no less'than:
1. General:Liability: $SOQOOO~per. occurrence for bodily injury, personal injury and .property damage. If
Commercial General'Liability Insurance or other'form with.a genera] aggregate liriut is used, either the
general aggregate limit shaIl;apply'separately to this projecUlocation or the general aggregate limit shall
be twice the required occurrence limit. _ _
2. Automobile Liability:- $500;000 per accident'for'bodily injury and,prpperty°damage,
3. Employer's Liability: $1,OOO;OOO,per accident forbodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-iiuured•retentions must be declared to and approved by the City. At--.the option of the
City, either: the'insurer shall reduce:or; eliminate such "deductibles.or self-'insured retentions as respects the City,
its officers, officials, employees and volunteers; or the Consultant shalL;procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
.Other Insurance'Provisions
The general liability and automobile Lability policies are to contain, .or `be endorsed to contain, the following
provisions: .
1: The City; its officers; officials; employees and volunteers are to be covered as insureds as respects:
liability arising out; of activities performed by 'or on.behalf of the Consultant; .products and completed
operations of the. Consultant) premises owned, .occupied or used by the Consultant; or automobiles
owned, leased;. hired or 6ocrowed'by the Consultant. The coverage shall contain no special limitations
on 'the scope of protection afforded. fo the City;, its. officers, officials, employees or volunteers.
Coverage shall not extend to'any indemnity coverage for the active. negligence of the additional insured.
in any case where an•agreement_to indemnify the !additional; insured would be invalid under subdivision
(b) of section 2782 of the Civil Code.
2. For any claims related,to this"project; the'Consultant'siihsurance coverage shall be primary insurance as
respects the City, `its offices, officals; employees and volunteers. Any insurance. or self-insurance
maintained by the City„its officers, officials; employees or volunteers shat be excess of the Consultant's
insurance,and shall-not contribute with it.
3,: Any failure to: comply with reportingor other provisions of the,policies including breaches of warranties
shall noUaffect coverage provided to the:City, its officers, officials, employees or volunteers.
4. The Consultant's insurance sliall.apply separately to each?,insured,against whom claim is made or suit is
brought,,exceptwith respect to the limits of thensurer's liability.
5. Each insurance policy required by this ;clause shall be endorsed to state that coverage shall .not be
suspended; voided, cancelled by elther'party, reduced in coverage or in limits except, aRerthirty (30)
days' priorrwritten`notice by'ceriified,mail, refurn receipf requested, has beeagivento the City.
Ezhibii H
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Acceptability of Insurers
Insu;ancejs to, be placed~with insurers with.a"current A:M. Best's,rating of no less'than A:VII, unless otherwise
accepta6le,to the City.
Verification~of Coveraee.
:Consultant -shall furnish the City with original endorsements effecting,. coverage :zequired by ,this clause: The
endorsements are to be' signed by a,person authorized by•that ',insurer to bind coverage on its behalf. Thee
endorsementsare'fo be omforms provided,by the.Cityt All endorsements,are to be received and approved 6y the
City before work ,commences. As an alternative to the City's forms,. the, Consultant's insurer may provide
complete, certified "copies of all. required 'insurance policies;. ~hcludigg endorsements effecting the coverage
required',by these specifications.
P.~b~rs
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